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Georox Resources Inc. closes private placement of 2,500,000 units

KELOWNA, BC, May 28 /CNW/ - Georox Resources Inc. ("Georox" or the "Corporation") (GXR:TSX-V; OF6A:FRA) is pleased to announce that on May 28, 2010 it closed its previously announced non-brokered private placement (the "Private Placement") of 2,500,000 Units in the capital of the Corporation at $0.18 per Unit for aggregate gross proceeds of $450,000.

Each Unit is comprised of one common share of the Corporation and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder thereof to purchase one additional common share of the Corporation at a price of $0.25 per common share at any time prior to 4:30 p.m. (Calgary time) on May 28, 2012. All securities issued under the Private Placement are subject to a hold period of four months following the date of closing, in accordance with applicable securities laws. Participation in the Private Placement by directors and officers are: Calypso Capital Corp (Burkhard Franz) 1,500,000 units, Tradewinds Capital Corp (Savi Franz) 500,000 units and hidden placees is two. Pro Group -Murray McInnes. An agent's commission of $5,400 will be paid to Hayward Securities.

As a result to the participation by officers in the financing, Multilateral Instrument 61-101 requires Georox to obtain minority approval and a formal valuation for the financing unless an exemption from the minority approval and valuation requirements is available. Such an exemption is available to Georox as at the time the transaction was agreed to neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction, insofar as it involves interested parties, exceeds 25% of Georox's market capitalization.

The proceeds of the Private Placement will be utilized for working capital purposes.

After giving effect to this Private Placement, the Corporation will have 15,881,185 outstanding common shares. An additional 1.25 million common shares will be reserved for issuance on exercise of the common share purchase warrants issued pursuant to the Private Placement.

The TSX Venture Exchange has accepted the documents filed by the Corporation.

About Georox

The Company trades its common shares on the TSX Venture Exchange under the symbol GXR and its common shares on the Frankfurt Stock Exchange under the symbol OF6A.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

No stock exchange, securities commission or other regulatory authority has approved nor disapproved the information contained herein. This news release includes certain "forward looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of the Corporation, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation's expectations are exploration risks detailed from time to time in the filings made by the Corporation with securities regulations.